Business Context and Reporting Period
Calidi Biotherapeutics, Inc. (CLDI) filed a Form 8-K reporting the results of its 2026 Annual Meeting of Stockholders held on June 12, 2026. The company is incorporated in Delaware and trades on the NYSE American LLC. As of the record date of April 17, 2026, there were 15,228,625 shares of Common Stock issued and outstanding.
Key Financial Metrics
This filing is a Current Report regarding corporate governance and stockholder votes. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Voting Results
Approximately 55.29% of outstanding shares were represented at the meeting, constituting a quorum. All four proposals presented were approved by stockholders:
- Election of Director: Scott Leftwich was elected as a Class III Director to serve a three-year term until the 2029 Annual Meeting.
- Auditor Ratification: Stockholders ratified the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Reverse Stock Split Authorization: Stockholders approved an amendment to the Certificate of Incorporation authorizing the Board of Directors to effect a reverse stock split at a ratio between 1-for-2 and 1-for-16 at their discretion.
- Equity Plan Amendment: Stockholders approved an amendment to the 2023 Equity Incentive Plan, increasing the aggregate number of shares authorized for grant from 282,815 to 1,950,000.
Guidance, Outlook, and Risks
The filing contains no management commentary regarding financial guidance, future outlook, or specific risk factors. The primary contingency noted is the Board's future discretion to determine the specific ratio of the reverse stock split within the approved range and to announce it publicly.
Key Facts for Investor Verification
- Verify the specific reverse stock split ratio once announced by the Board, as the filing only authorizes a range of 1-for-2 to 1-for-16.
- Confirm the impact of the increased equity pool (1,950,000 shares) on potential future dilution.
- Review the upcoming 2026 annual report for the first financial data since the auditor ratification.
- Note the election of Scott Leftwich to the Board of Directors for a term ending in 2029.